exv4w8






EXHIBIT 4.8




AMENDMENT NO. 7 TO THE AMENDED AND RESTATED CREDIT AGREEMENT




          Amendment No. 7 (this “Amendment”), dated as of March 24, 2008, among Terra
Capital, Inc., a Delaware corporation (“Terra Capital”), Terra Mississippi Holdings
Corp. (f/k/a Mississippi Chemical Corporation), a Mississippi corporation (“TMH”),
and Terra Nitrogen (U.K.) Limited, a company incorporated in England and Wales (“Terra
UK”) (Terra Capital, TMH and Terra UK each a “Borrower” and, collectively, the “Borrowers”),
Terra Industries Inc., a Maryland corporation (“Terra Industries”), Terra Capital
Holdings, Inc., a Delaware corporation (“Terra Capital Holdings”), the Lenders party hereto
and Citicorp USA, Inc., as administrative agent and collateral agent for the
Lenders and the Issuers (in such capacities, the “Administrative Agent”), amends certain provisions
of the Amended And Restated Credit Agreement, dated as of December 21, 2004 (as amended,
supplemented or otherwise modified from time to time, including previous amendments hereto, the
“Credit Agreement”), among the Borrowers, Terra Industries, Terra Capital Holdings, the financial
institutions from time to time party thereto as lenders (the “Lenders”), the financial institutions
from time to time party thereto as issuing banks (the “Issuers”) and Citicorp USA, Inc.,
as administrative agent and collateral agent for the Lenders and the Issuers (in such capacities,
the “Administrative Agent”).




W I T N E S S E T H:




          WHEREAS, the Borrowers, Terra Industries and Terra Capital Holdings have requested, and the
Requisite Lenders and the Administrative Agent have agreed to, certain amendments to the Credit
Agreement as more specifically set forth below.




          NOW, THEREFORE, in consideration of the premises and the mutual covenants and provisions
hereinafter contained, the parties hereto hereby agree as follows:




          1. Defined Terms. Capitalized terms used herein and not defined herein but defined in
the Credit Agreement are used herein as defined in the Credit Agreement.




          2. Amendments. Upon the occurrence of the Seventh Amendment Effective Date (as
defined in Section 4), the Credit Agreement is hereby amended as follows Section 8.3(b) of the
Credit Agreement is hereby amended by deleting the existing Section 8.3(b) in its entirety and
inserting the following in lieu thereof:





          (b) Investments in cash and Cash Equivalents, including those held in bank accounts
(but subject to Section 7.12(h)), and which (i) in respect of Terra Industries and Terra
Capital Holdings shall not together exceed in aggregate $1,000,000 at any time (provided,
however, for as long as no Event of Default has occurred and is continuing, such amount
shall be increased (but for a period of not more than three consecutive Business Days) to
the extent necessary to permit those Restricted Payments to be made that are due and payable
and are permitted to be made under Section 8.5(b)) and (ii) which (at any time while both
(x) Intercompany Indebtedness is outstanding which is owing to Terra Industries or any of
its Domestic Subsidiaries by any Subsidiary of Terra Industries that is not a Domestic
Subsidiary and (y) there are any Revolving Loans, Swing Loans or Reimbursement Obligations
outstanding) shall not be held outside of the



 









 







United States in an aggregate amount which is in excess of $75,000,000 for more than 10
consecutive Business Days;



          3. Conditions Precedent to the Effectiveness of this Amendment. This Amendment shall
become effective on the date (the “Seventh Amendment Effective Date”) when the following conditions
precedent have been satisfied:




               (a) Certain Documents. The Administrative Agent shall have received on or before the
Seventh Amendment Effective Date, all of the following, each of which shall be in form and
substance satisfactory to the Administrative Agent:



                    (i) this Amendment, executed by the Borrowers, Terra Industries, Terra Capital Holdings, the
Administrative Agent and the Requisite Lenders; and



                    (ii) such additional documentation as the Administrative Agent or the Lenders may reasonably
require.



               (b) Representations and Warranties. Each of the representations and warranties made
by the Borrowers or the Guarantors in or pursuant to the Credit Agreement, as amended hereby, and
the other Loan Documents to which any of the Borrowers or the Guarantors is a party or by which the
Borrowers or the Guarantors are bound, shall be true and correct in all material respects on and as
of the Seventh Amendment Effective Date (other than representations and warranties in any such Loan
Document which expressly speak as of a specific date, which shall have been true and correct in all
material respects as of such specific date).



               (c) No Event of Default. No Default or Event of Default shall have occurred and be
continuing on the Seventh Amendment Effective Date.



               (d) Fees and Expenses Paid. The Borrowers shall have paid to the Administrative Agent
in accordance with Section 11.3 of the Credit Agreement, all outstanding costs and expenses of the
Administrative Agent, including the reasonable fees and out-of-pocket expenses of counsel for the
Administrative Agent incurred prior to or otherwise in connection with this Amendment to the extent
invoiced to the Borrowers.



          4. Representations and Warranties. On and as of the date hereof, and as of the
Seventh Amendment Effective Date, after giving effect to this Amendment, each Borrower, Terra
Industries and Terra Capital Holdings hereby represents and warrants to the Lenders as follows:




               (a) Each of the representations and warranties contained in Article IV of the Credit
Agreement, the other Loan Documents or in any certificate, document or financial or other statement
furnished at any time under or in connection therewith are true and correct in all material
respects on and as of the date as if made on and as of such date, except to the extent that such
representations and warranties specifically relate to a specific date, in which case such
representations and warranties shall be true and correct in all material respects as of such
specific date; provided, however, that references therein to the “Credit Agreement” shall be deemed
to include this Amendment; and



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               (b) No Default or Event of Default has occurred and is continuing.



          5. Continuing Effect; No other Amendments. Except as expressly amended hereby or
waiver herein, all of the terms and provisions of the Credit Agreement and the other Loan Documents
are, and shall remain, in full force and effect. The amendments and consents contained herein
shall not constitute an amendment or a waiver of any other provision of the Credit Agreement or the
other Loan Documents or for any purpose except as expressly set forth herein.




          6. Loan Documents. This Amendment is deemed to be a “Loan Document” for the purposes
of the Credit Agreement.




          7. Costs and Expenses. The Borrowers, Terra Industries and Terra Capital Holdings
agree to pay on demand all reasonable and documented out-of-pocket costs and expenses of the
Administrative Agent in connection with the preparation, execution and delivery of this Amendment
and other instruments and documents to be delivered pursuant hereto, including the reasonable and
documented fees and out-of-pocket expenses of counsel for the Administrative Agent with respect
thereto.




          8. Governing Law; Counterparts; Miscellaneous.




               (a) This Amendment shall be governed by, and construed and interpreted in accordance with, the
law of the State of New York.



               (b) This Amendment may be executed in any number of counterparts and by the different parties
on separate counterparts, each of which counterparts when executed and delivered shall be an
original, but all of which shall together constitute one and the same instrument.



               (c) Section captions used in this Amendment are for convenience only and shall not affect the
construction of this Amendment.



               (d) From and after the Seventh Amendment Effective Date, all references in the Credit
Agreement to the “Agreement” shall be deemed to be references to such Agreement as modified hereby
and this Amendment and the Credit Agreement shall be read together and construed as a single
instrument.



[signature pages follow]




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          IN WITNESS WHEREOF, the undersigned parties have executed this Amendment No. 7 to the Amended
and Restated Credit Agreement to be effective for all purposes as of the Seventh Amendment
Effective Date.








	 	 	 	 	 
	 	

Borrowers



Terra Capital, Inc.,

 	 
	 	By:  	/s/ Daniel D. Greenwell
 	 
	 	 	Name:  	Daniel D. Greenwell 	 
	 	 	Title:  	Vice President 	 
	 



	 	 	 	 	 
	 	Terra Mississippi Holdings Corp.

(f/k/a Mississippi Chemical Corporation)

 	 
	 	By:  	/s/ Daniel D. Greenwell
 	 
	 	 	Name:  	Daniel D. Greenwell 	 
	 	 	Title:  	Vice President 	 
	 
	 	Terra Nitrogen (U.K.) Limited

 	 
	 	By:  	/s/ Daniel D. Greenwell
 	 
	 	 	Name:  	Daniel D. Greenwell 	 
	 	 	Title:  	Vice President 	 
	 
	 	Guarantors



Terra Industries Inc.

 	 
	 	By:  	/s/ Daniel D. Greenwell
 	 
	 	 	Name:  	Daniel D. Greenwell 	 
	 	 	Title:  	Senior Vice President 	 
	 
	 	Terra Capital Holdings, Inc.

 	 
	 	By:  	/s/ Daniel D. Greenwell
 	 
	 	 	Name:  	Daniel D. Greenwell 	 
	 	 	Title:  	Vice President 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 7 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]






 









 








	 	 	 	 	 
	 	Administrative Agent



Citicorp USA, Inc.

 	 
	 	By:  	/s/ Miles D. McManus
 	 
	 	 	Name:  	MILES D. McMANUS 	 
	 	 	Title:  	Vice President and Director 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 7 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]




 









 








	 	 	 	 	 
	 	Lenders



Citicorp USA, Inc.

 	 
	 	By:  	/s/ Miles D. McManus
 	 
	 	 	Name:  	MILES D. McMANUS 	 
	 	 	Title:  	Vice President and Director 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 7 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]





 









 








	 	 	 	 	 
	 	Congress Financial Corp.

 	 
	 	By:  	/s/ Thomas A. Martin
 	 
	 	 	Name:  	Thomas A. Martin 	 
	 	 	Title:  	Director 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 7 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]




 









 








	 	 	 	 	 
	 	General Electric Capital Corporation

 	 
	 	By:  	/s/ Alison P. Trapp
 	 
	 	 	Name:  	Alison P. Trapp 	 
	 	 	Title:  	Duly Authorized Signatory 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 7 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]




 









 








	 	 	 	 	 
	 	LaSalle Bank National Association

 	 
	 	By:  	/s/ Kevin E. Kopnska
 	 
	 	 	Name:  	Kevin E. Kopnska 	 
	 	 	Title:  	Vice-President 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 7 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]




 









 








	 	 	 	 	 
	 	National City Business Credit, Inc.

 	 
	 	By:  	/s/ Thomas J. Evans
 	 
	 	 	Name:  	Thomas J. Evans 	 
	 	 	Title:  	Vice President 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 7 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]




 









 








	 	 	 	 	 
	 	Wells Fargo Foothill, LLC

 	 
	 	By:  	/s/ Kurt Duerfeldt
 	 
	 	 	Name:  	Kurt Duerfeldt 	 
	 	 	Title:  	Executive Vice President 	 
	 



[SIGNATURE PAGE TO AMENDMENT NO. 7 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]





 









 








CONSENT OF GUARANTORS




Dated as of March 24, 2008




          Each of the undersigned companies, as a Guarantor under the Amended and Restated Guaranty
dated October 10, 2001 (the “Guaranty”), in favor of the Secured Parties under the Credit Agreement
referred to in the foregoing Amendment, hereby consents to such Amendment and hereby confirms and
agrees that notwithstanding the effectiveness of such Amendment, the Guaranty is, and shall
continue to be, in full force and effect and is hereby ratified and confirmed in all respects,
except that, on and after the effectiveness of such Amendment, each reference in the Guaranty to
the “Credit Agreement”, “thereunder”, “thereof” or words of like import shall mean and be a
reference to the Credit Agreement, as amended by such Amendment.




[Signature pages follow]




[SIGNATURE PAGE TO AMENDMENT NO. 7 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]





 









 






          IN WITNESS WHEREOF, the parties hereto have consented to this Amendment, as of the date first
written above.





	 	 	 	 	 
	 	
    TERRA CAPITAL, INC.

TERRA MISSISSIPPI HOLDINGS CORP. (F/K/A 

   MISSISSIPPI CHEMICAL CORPORATION)

TERRA INDUSTRIES INC.

TERRA CAPITAL HOLDINGS, INC.

TERRA NITROGEN CORPORATION

TERRA INTERNATIONAL, INC.

TERRA INTERNATIONAL (OKLAHOMA) INC.

PORT NEAL CORPORATION

TERRA METHANOL CORPORATION

BMC HOLDINGS INC.

BEAUMONT HOLDINGS CORPORATION

TERRA REAL ESTATE CORPORATION

BEAUMONT AMMONIA INC.

TERRA INTERNATIONAL (CANADA) INC.

TERRA MISSISSIPPI NITROGEN, INC. (F/K/A 
   MISSISSIPPI NITROGEN, INC.)

TERRA HOUSTON AMMONIA, INC. (F/K/A 

   MISSISSIPPI CHEMICAL MANAGEMENT 
   COMPANY)

TERRA NITROGEN GP HOLDINGS INC.	 
	 	 	 
	 	By:  	/s/ Daniel D. Greenwell
 	 
	 	 	Name:  	Daniel D. Greenwell 	 
	 	 	Title:  	Vice President 	 
	 
	 	TERRA NITROGEN (U.K.) LIMITED

 	 
	 	By:  	/s/ Daniel D. Greenwell
 	 
	 	 	Name:  	Daniel D. Greenwell 	 
	 	 	Title:  	Vice President 	 
	 
	 	TERRA (U.K.) HOLDINGS INC.

 	 
	 	By:  	/s/ Daniel D. Greenwell
 	 
	 	 	Name:  	Daniel D. Greenwell 	 
	 	 	Title:  	Vice President 	 
	 



[CONSENT TO AMENDMENT NO. 7 TO THE AMENDED AND RESTATED CREDIT AGREEMENT]